HIPAYX LIMITED is a Money Service Provider Registerd with Financial Crimes Enforcement Network (FinCEN), with MSB Registration Number: 31000232898711 and recognises the importance of ensuring the confidentiality and security of your personal information.. By using the service provided by HIPAYX please understand the following related terms and agreement
Hummingbird Intercoms service agreement
1. Terms of this Agreement
1.1 Parties
When using HIPAYX LIMITED platform and services,
you (“customer/you/your”) agree that these are applicable to you and HIPAYX LIMITED(“HIPAYX LIMITED/us/our”).
Please read these terms carefully. If there is anything unclear, please contact us.
Additional Documents The following additional documents (updated from time to time) are also applicable to your use of HIPAYX LIMITED platform and services and should be read together with the terms of this Agreement.
(a) Acceptable use policy
(b) Privacy Policy
(c) Product Agreement/HIPAYX LIMITED Cross border Payment Master Agreement
When we provide you with other services, you should refer to the terms and conditions of these other services.
1.2 Get these terms. You can see the latest versions of these documents at any time on our website, including the terms of this agreement, at www.hipayx.com. You can also download copies of these documents and save them for future reference, or ask us for valid copies at any time.
1.3 Contact us. If we need to send you information in a form that you can save, we will send you an email, or provide information on our website, or through the HIPAYX LIMITED platform that you can download. Please keep copies of all communications we send you.
2. Who is HIPAYX LIMITED and how to contact us?
2.1 Information about our company. This service is provided by HIPAYX LIMITED, which is incorporated under the laws of Australia. HIPAYX LIMITED Limited has been authorized by Australia Customs to provide remittance services and currency exchange services in accordance with the Anti Money Laundering and Terrorist Financing Ordinance. We have the right to provide services directly or through one or more of our group companies or service providers.
2.2 How to contact us. You can contact us in the following ways:
(a) Send email to: support@hipayx.com ；
(b) Send us information through the contact link on our website, www.hipayx.com.
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2.3 How we will contact you. We will use the contact information you provided at the time of registration to contact you – please update these contact information in a timely manner. By using our services, you agree to receive our electronic communications. If we have reasonable reasons to worry about the security of your HIPAYX LIMITED account, or suspect or actually use your HIPAYX LIMITED account or its related account fraudulently, we will contact you by phone, email or both (unless it is illegal to contact you or damage our reasonable security measures
Construction). If we reasonably believe that it is illegal to contact you or damage our reasonable security measures, we will send a notice to your registered address by international express/post at least one week before taking corresponding action.
3. Changes to the terms of this Agreement
3.1 General changes. We have the right to change these terms by giving you one (1) month’s written notice. If you do not give us a written notice to terminate the terms of this Agreement within the notice period, you are deemed to have accepted the proposed change.
3.2 Urgent changes. We may also make some changes immediately without prior notice if they:
(a) Required by applicable laws; or
(b) These terms relate to new services or additional features added to our services and do not affect any terms related to existing services.
3.3 If you do not agree to the change. If you do not agree to any changes, you should stop using our corresponding services. If you continue to use our corresponding services after we announced the change, it is deemed that you have accepted the change.
3.4 Modification. We may modify the configuration, appearance or function of the HIPAYX LIMITED platform at any time to facilitate the continuous and normal operation of the HIPAYX LIMITED platform or comply with applicable laws. If the modification will have a significant impact on your ability to use the HIPAYX LIMITED platform, HIPAYX LIMITED will send you a notice of the change at least one week in advance as far as reasonably practicable.
3.5 to update. We may release the HIPAYX LIMITED platform from time to time, including updates to HIPAYX LIMITED APIs. Some updates may require you to take action to implement them. In some cases (for example, if there is a security risk), you will not be able to use the HIPAYX LIMITED platform until you implement the update. If you do not implement the update within 6 months after we release the update, we have the right to stop providing you with some services or terminate the terms of this agreement by giving you a written notice two months in advance.
4. Identity checks and information requirements
4.1 Identity check. According to applicable laws and within the legal scope, before and during our services to you, we will conduct customer due diligence on you, your directors, partners, ultimate actual owners and employees (if relevant) and any parties involved in your transaction from time to time.
4.2 Information request. You will provide any additional information we need at any time in a timely manner, except for reasonable reasons, within 5 working days at the latest after our request. For example, we may require information to confirm the authenticity of certain transactions.
4.3 Third party verification. You agree that we can make any inquiry we think necessary directly or through a third party to verify the information you provide us, including checking the commercial database or credit report. We may retain such customer due diligence records within the legal scope.
4.4 Credit evaluation. You agree that our provision of services and your ability to use them are subject to:
(a) Successful completion of initial and any subsequent credit assessments; as well as
(b) During the term of this agreement, your credit condition has not deteriorated significantly.
5. About our service
5.1 HIPAYX LIMITED account and platform. Once you have successfully registered with us, we will set up an HIPAYX LIMITED account for you. Unless we agree, you can only have one HIPAYX LIMITED account. If we find that you have more than one HIPAYX LIMITED account, and we reasonably believe that you established these HIPAYX LIMITED accounts to bypass any restrictions in the service, we may decide to merge or close any duplicate information, or terminate your service, but before termination, we will send you a written notice and invite you to explain your reasons. You can use your HIPAYX LIMITED account to log in and enter the HIPAYX LIMITED platform. HIPAYX LIMITED platform will ensure an easy-to-use user interface for you to access and use our various services.
5.2 Service overview. The services we provide under the terms of this Agreement include:
(a) Collection service – HIPAYX LIMITED collects funds for you in support currency.
(b) Payment service – you can send payment to the payee; and
(c) Foreign exchange service – You can exchange funds from one support currency to another.
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Each service is an independent service provided by HIPAYX LIMITED.
As a condition of collection, payment or foreign exchange services, HIPAYX LIMITED will decide at its own discretion whether the documents or other information it has received are sufficient in form and content.
5.3 Collection services. For the collection service, we will provide you with local bank account voucher in support of currency, which you can provide to your payer for remittance. The funds collected will be recorded in the global account we set up for you in each supporting currency. You can issue relevant withdrawal instructions to HIPAYX LIMITED at any time to withdraw funds to your own account with the same name. The funds collected for you shall not stay in the global account for more than the maximum period specified in Article 8.4.
5.4 Payment services and foreign exchange. HIPAYX LIMITED allows customers to make single or multiple payments to payees. In terms of payment services and/or foreign exchange services, HIPAYX LIMITED will set up a reserve bank account to which you can remit money to pay your payment and/or foreign exchange instructions. HIPAYX LIMITED will remit these funds to the payee designated by you in the supporting currency and/or convert them from the source currency to the buying currency according to the specific instructions you give us when you remit them to the reserve bank account.
5.5 Transaction. Your transaction record will be recorded in the HIPAYX LIMITED account, which will show the funds received through the global account (as part of the collection service) and the funds paid to the reserve bank account (as part of the payment service and your foreign exchange).
5.6 Deposit Guarantee Scheme. The Australia Deposit Protection Scheme (the “Deposit Protection Scheme”) does not apply to the sending, exchange or receipt of funds related to services. You acknowledge and agree that we are not a bank and do not provide you with a bank account, so our services are not protected by the deposit insurance plan.
5.7 Keep your money safe. In order to ensure the safety of your funds, HIPAYX LIMITED has taken commercially reasonable management and technical measures to protect and guarantee the funds collected for you or received from you in connection with services. HIPAYX LIMITED will deposit such funds in a designated bank account, separate from HIPAYX LIMITED’s corporate funds, and will not use such funds for its own operating expenses.
5.8 Limitations. We may impose temporary or permanent restrictions on the use of all or any part of the Services in accordance with certain regulatory requirements, your country of residence, authentication checks or business requirements, all of which are set out in the Acceptable Use Policy or any additional terms. You will be informed of these restrictions when they are implemented. If they cannot be implemented due to emergency or unforeseen circumstances, you will be notified immediately after the restrictions are implemented.
5.9 Your relationship with us. We are your service provider according to the terms of this agreement.
5.10 Service deposit. You must pay us a reasonable margin in the amount we require from time to time for any HIPAYX LIMITED services, such as payment services and/or foreign exchange services. For the avoidance of doubt, the Company has the right to require you to pay an additional amount at any time before the final settlement of such services to increase the amount of the deposit, so as to ensure that during the settlement of the deposit you provide to us, there is still enough amount to continue to provide services after deducting any applicable fees you may incur (such as inter-bank fees, HIPAYX LIMITED’s agent banking fees and/or other processing fees).
5.11 Select Service
(a) Customers order services during the subscription period.
(b) HIPAYX LIMITED shall provide the above services in accordance with this Agreement and this Service Schedule. The subscription period of each ordered service (if applicable) shall be automatically renewed for 6 months, unless the customer sends a written notice to HIPAYX LIMITED 30 days before the end of the subscription period, specifying that the customer is not willing to renew.
5.12 Working hours
Working hours of HIPAYX LIMITED: 9:30 a.m. to 12:00 a.m. and 13:00 p.m. to 16:00 p.m. every working day (GMT+11), excluding holidays in Chinese Mainland, Australia and/or any other jurisdiction operated by HIPAYX LIMITED or its third-party suppliers.
5.13 Digital Currency Disclaimer and Third-Party Referral
HIPAYX LIMITED does not provide, support, or facilitate any services relating to digital currencies, virtual assets, cryptocurrencies, or similar digital instruments (collectively, “Digital Currency Services”).
For the avoidance of doubt, all services provided by HIPAYX LIMITED are strictly limited to fiat-based collection, payment, and foreign exchange services as described under this Agreement.
Where a customer requests, initiates, or is involved in any transaction or activity related to Digital Currency, such services shall be:
(a) independently provided by a third-party liquidity provider, exchange, or service partner (the “Digital Currency Provider”); and
(b) deemed to be outside the scope of services provided by HIPAYX LIMITED.
The customer acknowledges and agrees that:
(i) HIPAYX LIMITED acts solely as a referral or introducer, where applicable, and does not participate in, control, or assume responsibility for any Digital Currency Services;
(ii) any engagement with the Digital Currency Provider shall constitute a separate contractual relationship between the customer and such provider;
(iii) the customer expressly authorizes HIPAYX LIMITED to share, transfer, or disclose relevant customer due diligence information, KYC documentation, transaction data, and any other necessary information to such Digital Currency Provider for the purpose of facilitating such services, in compliance with applicable laws and regulations;
(iv) HIPAYX LIMITED shall not be liable for any loss, damage, delay, regulatory action, or other consequence arising from or in connection with any Digital Currency Services, including but not limited to price volatility, technical risks, counterparty risks, or regulatory restrictions.
The customer further agrees to comply with all applicable laws, regulations, and licensing requirements in relation to Digital Currency activities, and acknowledges that such activities may be subject to additional regulatory scrutiny, enhanced due diligence, and reporting obligations.
6. Getting Started Guide
6.1 Create your HIPAYX LIMITED account. In order to use our services, you must provide the necessary information according to the prompts of the HIPAYX LIMITED platform to register and create your HIPAYX LIMITED account. If required by HIPAYX LIMITED, you must provide your bank account information to bind with your HIPAYX LIMITED account.
6.2 Open a global account. After we have established your HIPAYX LIMITED account, you can log in to the platform of HIPAYX LIMITED and provide necessary information, including any additional data we may require from time to time, to submit the requirements for opening a global account. You also need to agree to the corresponding additional terms. We will inform you of the relevant requirements of the aforementioned documents or terms when or before you apply for opening a global account.
6.3 Set HIPAYX LIMITED API. You can access the HIPAYX LIMITED platform through its API and portal. However, to use our services through the HIPAYX LIMITED API, you must first obtain our approval. If you obtain our approval, you will be required to comply with our API documentation and any reasonable instructions regarding the integration and use of HIPAYX LIMITED APIs.
6.4 Information validation and testing. We will only create your HIPAYX LIMITED account and allow you to use our services if we are satisfied with the information you provide and any subsequent information we may reasonably request from time to time, and we can verify the information and satisfy us. Before we accept you as a customer, we may establish a global account for you and provide you with a way to access the HIPAYX LIMITED platform (whether through the HIPAYX LIMITED API or portal) for testing. In addition, we may ask you to transfer a small amount of money to your global account for testing or verification. For the avoidance of doubt, unless and until we confirm that you have been accepted as our customer, you will not be considered as our customer, nor can you use any of our services. If we do not accept you as a customer, any money you provide to us for testing or verification purposes will be refunded to you in full.
7. Authorized Users
7.1 Authorized users. You may appoint an authorized user to enter into and confirm foreign exchange exchange and payment on your behalf in accordance with the terms of this Agreement. You must establish a user profile for each authorized user and immediately provide us with the following details of any proposed authorized user: customer name, authorized user name, customer address and billing address, authorized user telephone and e-mail address, board resolution or power of attorney, and any other contact or identity information of authorized users that we may reasonably require. You will ensure that your authorized users comply with the terms of this agreement. As far as your obligations and responsibilities under the terms of this agreement are concerned, the reference to “you” (if the context requires) should be understood as including your authorized users.
7.2 Instruction. We will receive instructions from your authorized users through the HIPAYX LIMITED platform through portal or HIPAYX LIMITED API, or through HIPAYX LIMITED representatives/employees according to the arrangements agreed with us in advance.
7.3 Confirm. You agree that:
(a) Your authorized users have the right to provide us with service instructions on your behalf.
(b) We will rely on the authorization of authorized users, and you will be bound by the behavior of your authorized users until you provide us with a written notice to withdraw or otherwise change the authorization of authorized users.
(c) You are responsible for ensuring that the appropriate person obtains the necessary authorization as your authorized user;
(d) If we are worried about unauthorized or fraudulent access, we may refuse to access your authorized users; as well as
(e) In case of any violation or unauthorized access to HIPAYX LIMITED platform (including portal or HIPAYX LIMITED APIs), you should report to us immediately.
8. Collection service
8.1 Collect funds through HIPAYX LIMITED. If we have approved a support currency for you, you can use the HIPAYX LIMITED collects funds in the supporting currency. Each collection is a separate contract between you and HIPAYX LIMITED.
8.2 Your right to withdraw payment. HIPAYX LIMITED will collect and hold the collected funds in one or more relevant bank accounts in our name for the designated purpose of providing collection services. The funds in any relevant bank account will be pooled with the funds of other users of the services provided by HIPAYX LIMITED. You have the right to pay the funds collected on your behalf to you as part of the collection services provided to you. When you request a withdrawal, HIPAYX LIMITED must pay you these funds in accordance with the terms of this Agreement.
8.3 Record the receipt of funds. We will only update your global account when we receive funds. Until we actually receive the funds, we will not be responsible for any funds transferred, nor will we record them in the global account. Transfer from your payer to the relevant account designated by HIPAYX LIMITED is a service provided by a third party, not a part of our service. We cannot control the time required for such funds to be transferred to clearing and settlement.
8.4 Withdrawal of funds from global accounts. You must immediately instruct us to withdraw funds from the Global Account. If you do not
(In no case shall it exceed 90 working days or as determined by us) send us a withdrawal instruction, which we will decide at our own discretion. (a) Return the funds to the remitter; (b) Remit the funds to the bank account you bind by notifying us; Or (c) remit the funds to you in any other way permitted by applicable law. We will give you a written notice after making the above decision.
8.5 Source of funds. Unless otherwise agreed in writing by us, you must ensure that all funds collected for you are from legitimate commercial sources (for example, the proceeds from the sale of goods or services) and comply with our acceptable use policy. You agree not to transfer any of your own funds to (for example, recharge) the global account at any time. You agree to provide us with evidence of the source of funds.
8.6 Limit the deposit of funds into global accounts. The global account is only used to provide you with collection services. You may not transfer your funds to a global account.
8.7 As a limited agent. You represent and warrant to HIPAYX LIMITED that every payment you receive through the collection service is from you to your customers
(each a “Payer”) for the provision of genuine goods and/or services. For the collection service, you hereby designate HIPAYX LIMITED, and HIPAYX LIMITED hereby agrees to act as your limited agent to collect payments from your payers only on your behalf. You agree that once HIPAYX LIMITED receives the payment from the payer, (a) you shall be deemed to have received the payment from the payer, (b) the payer’s obligations to you related to the payment shall be fully fulfilled, and (c) after HIPAYX LIMITED actually pays and remits the payment to you, you are obliged to deliver applicable goods and/or services to the payer according to the agreement between you and the payer. HIPAYX LIMITED will remit money to you according to the terms of this agreement. You should indicate to your payer that HIPAYX LIMITED is acting as your agent to receive payment on your behalf. Any receipt provided to the payer is binding on you and should meet all applicable regulatory requirements. Article 8.7 of this article stipulates all the responsibilities of HIPAYX LIMITED as your agent for collecting money under the collection service, and HIPAYX LIMITED promises to act in this capacity.
8.8 Apply to open a global account. Customers can log in to the HIPAYX LIMITED platform to submit the application for opening a global account, and provide the required information on the platform according to the prompts, including but not limited to the following information:
(a) The jurisdiction, market and currency of the global account applied for;
(b) Any other information required by HIPAYX LIMITED through the Platform or HIPAYX LIMITED from time to time prior to the creation of the Global Account. HIPAYX LIMITED will only create a global account for a customer if it is convinced that the customer has provided sufficient details and information to open a global account for the customer and HIPAYX LIMITED can verify the information. HIPAYX LIMITED reserves the right to refuse to open global accounts for customers.
8.9 How to transfer funds to global accounts
(a) Customers need to log in to the HIPAYX LIMITED platform and obtain the virtual/subsidiary account information of relevant global accounts supporting currencies. HIPAYX LIMITED will not be responsible for transferring funds until HIPAYX LIMITED actually receives the funds.
(b) The customer or any payer can transfer the funds to the global account by bank transfer, using the virtual/subsidiary account information displayed by HIPAYX LIMITED on the HIPAYX LIMITED platform or any other method allowed by HIPAYX LIMITED from time to time.
(c) Transfer to global accounts is not a service provided by HIPAYX LIMITED, but a service provided by a third party to customers. The global accounts provided to customers are only used to collect funds from e-commerce platforms or trading parties in the context of legal and compliant commodity trading or service provision, so the global accounts provided to customers can only be used for deposits. In this case, unless agreed by HIPAYX LIMITED, the customer shall not use the account for any direct deduction service, including but not limited to automatic deduction of water and electricity charges or rent, refund of sales revenue, regular payment of service fees and/or the like. HIPAYX LIMITED has the right to reject or terminate any direct deduction transaction in the customer’s global account, provided that the customer is notified in writing.
9. Foreign Exchange Service
9.1 Your instructions for foreign exchange. You can provide necessary information on the HIPAYX LIMITED platform according to the following steps to instruct us to exchange foreign exchange:
(a) The customer shall submit the customer request related to foreign exchange transaction through HIPAYX LIMITED platform, including but not limited to the following information: (i) currency matching of buying currency and selling currency; (ii) the amount of money bought and sold; (iii) the Settlement Date (if applicable); And (iv) any other information that HIPAYX LIMITED may require from time to time through the HIPAYX LIMITED platform prior to order confirmation.
(b) After receiving the customer’s request, HIPAYX LIMITED will then send an order confirmation to confirm the details of the customer’s request. The order confirmation shall include the final foreign exchange rate, which may be different from the foreign exchange rate originally provided to the customer. HIPAYX LIMITED shall, as far as reasonably practicable, make efforts to make the final foreign exchange rate provided by the agent bank or liquidity provider of HIPAYX LIMITED closely reflect the foreign exchange rate quoted to the customer for the first time.
(c) If the date listed on the order confirmation is not a working day, the date will be adjusted to the first day of the next most recent working day.
(d) When HIPAYX LIMITED believes that the customer has provided sufficient details and information to complete the order confirmation, the foreign exchange transaction is established and binding.
(e) HIPAYX LIMITED can send order confirmation through merchant service platform, foreign exchange API or any other way HIPAYX LIMITED thinks appropriate.
(f) Issuing order confirmation to the customer means that the customer has booked the transaction.
9.2 Confirmation of foreign exchange. When we are sure that your order has been completed, we will send you a confirmation on foreign exchange. If you do not have enough funds on the settlement deadline, you exceed any applicable limit, the foreign exchange exchange you require is considered as a leveraged foreign exchange transaction by us, or according to Article 19, we may refuse your instructions. Once confirmed, you cannot cancel the foreign exchange exchange and it will be deemed as final confirmation. Then, you must make full foreign exchange settlement with us in the relevant source currency according to the terms of this agreement.
9.3 Foreign exchange rate. You can obtain the indicative foreign exchange rate of foreign exchange exchange through HIPAYX LIMITED platform. When you send instructions to us through HIPAYX LIMITED platform, we will provide you with indicative foreign exchange rate, and the final foreign exchange rate will be confirmed when we send the confirmation letter. We will ensure that the confirmed foreign exchange rate reflects the exchange rate provided to you as far as reasonably practicable, but you acknowledge that this is not always possible. As the exchange rate may change between your instructions and our confirmation, the final exchange rate used for foreign exchange may be different. You agree that exchange rate changes will take effect immediately without notice.
9.4 Settlement regulations on foreign exchange. You must pay sufficient funds in the relevant source currency to the reserve bank account on or before the settlement deadline to cover the full amount of any foreign exchange exchange you wish to make. You can fund foreign exchange through direct bank transfer or other acceptable methods. Without affecting any of our rights under the terms of this Agreement, you are obliged to pay such amount to the account designated by us within two (2) working days after our request, or according to the agreed settlement date. You expressly acknowledge that if you fail to pay any margin required by us for any foreign exchange transaction, or fail to pay sufficient funds to the reserve bank account to pay all the amounts, We can cancel the foreign exchange transaction without prior notice and use the deposit to pay any amount due to us.
9.5 The execution time of the foreign exchange. If you require us to exchange foreign exchange, we will do it as soon as reasonably practicable, in any case, within 24 hours after we accept your instructions.
9.6 Foreign exchange requirements for spot transactions. Unless HIPAYX LIMITED receives from the customer’s bank account an amount equivalent to 2% of the selling currency amount stated in the customer’s request on or before the date of submitting the customer’s request for non real-time settlement of spot foreign exchange transactions (such amount may vary according to market requirements, HIPAYX LIMITED shall notify the customer at least 7 working days in advance.) as customer guarantee. Otherwise HIPAYX LIMITED is not obliged to conduct any foreign exchange transaction and/or payment with the customer.
10. Payment service
10.1 Your instructions for payment. You can instruct us to make payment by providing the necessary information prompted on the HIPAYX LIMITED platform. If a payment involves currency conversion between supporting currencies (for example, the source currency is different from the payment currency), we will also provide you with foreign exchange services as an ancillary service of the payment service. Each payment, including any payment with foreign exchange, is a separate contract between you and HIPAYX LIMITED.
10.2 Payment confirmation. When we are sure that your instructions are complete, we will send you a confirmation of payment. If you do not have enough funds before the settlement deadline, or you exceed any applicable limit, or according to Article 19, we may refuse your instructions. Once confirmed, you cannot cancel the payment and it will be regarded as final confirmation. Then, you must settle with us in full in accordance with the terms of this agreement.
10.3 Settlement requirements for payment services. You must pay sufficient funds to the reserve bank account in the relevant source currency to cover the full amount of any payment you wish to make on or before the settlement deadline. You can pay us by direct bank transfer or other methods acceptable to us. Without affecting any of our rights under the terms of this Agreement, you expressly acknowledge that if there is not enough funds in your reserve bank account to pay the full amount, we can deduct or offset the amount from the funds collected and held for you in your global account or from any balance in your HIPAYX LIMITED platform. If you transfer into the reserve bank account in a currency other than the payment currency, or if the funds in your global account or any currency in your HIPAYX LIMITED platform (which we use for offset) are not the payment currency, you authorize us to convert that currency into the payment currency at the standard exchange rate available at our request on the payment date.
10.4 The execution time of the payment service. If you require us to make payment, we will make payment as soon as reasonably practicable, in any case, within 24 hours after we accept your instructions. The method of crediting funds may be provided by a third party (for example, the bank where the payee’s bank account is located), rather than as part of our services. We cannot control the time it takes for the payee’s bank or payment provider to credit the funds to the payee, but generally we expect this to take less than 5 working days (unless we require a longer time to comply with applicable law). If the date specified on the payment confirmation is not a working day, the date will be adjusted to the first day of the next most recent working day.
10.5 Instructions for payment services
(a) Customers shall submit customer requests related to payment through HIPAYX LIMITED platform, including but not limited to the following information: (i) details of “Know Your Customer” (“KYC”) specified for customers; (ii) “KYC” specified for payer and payee
(“Know Your Customer”) details; (iii) details of the payee’s bank account; (iv) the source currency and the currency of payment; (v) Payment amount; (vi) the date of payment; (vii) Specified payment method (if no payment method is specified, HIPAYX LIMITED reserves the right to use any payment method to process payment).
(b) When HIPAYX LIMITED believes that the customer has provided sufficient details, supporting documents and information to complete the payment confirmation, the payment will be established and binding.
11. Undo and Reject
11.1 Revoke. We may need to withdraw any funds related to the service and deduct the funds we have received as part of the service, or refund the funds we have received as part of the service, including the following situations:
(a) The remitter or any relevant payment service provider cancels the transaction or may cancel the transaction;
(b) The remitter mistakenly transferred the money to you;
(c) You provided us with wrong trading instructions;
(d) We suspect that a transaction is fraudulent or violates the terms of this Agreement or applicable laws; or
(e) We exercise our rights under Article 19.
You must compensate us as soon as possible according to the provisions of Article 12.5. If we cancel the transaction, we will, at our discretion, conduct it at the foreign exchange rate applicable at the time of cancellation or the original foreign exchange rate applicable to the transaction.
11.2 Rejected Transactions. We may withhold, refuse or delay the receipt of any funds received, exchanged or sent if:
(a) Our correspondent banking partners, liquidity providers or other financial institutions have not provided effective exchange rates;
(b) Exceeding any relevant anti money laundering or terrorist financing restrictions;
(c) You have failed to comply with the terms of this Agreement, the Acceptable Use Policy or the obligations under applicable laws; or
(d) We exercise our rights under Article 19.
11.3 Failed transaction. If for reasons beyond our reasonable control (such as insufficient funds), we may, at our discretion, cancel any foreign exchange exchange or payment, or delay any foreign exchange exchange or payment by rolling it to the next most recent exchange date or payment date (if applicable), without being responsible to you.
11.4 Insufficient funds. HIPAYX LIMITED reserves the right to conduct foreign exchange conversion or payment if, at the settlement deadline, there is insufficient funds for one or more foreign exchange conversions and/or payments (for example, to convert the earliest booked foreign exchange conversion or payment to the available funds value of HIPAYX LIMITED on the applicable conversion date or payment date on a time basis). The remaining reserved foreign exchange transactions will be considered as failed transactions and will incur related interruption costs and administrative expenses.
11.5 Transfer with correct information
(a) In each case, you need to ensure that the correct bank information and the unique transaction reference number listed in HIPAYX LIMITED are used to transfer funds to us. If you do not provide accurate information, we may not be able to receive funds and record the amount in the relevant account. In this case, although we will make reasonable efforts to investigate and deposit or return the wrong and inaccurate payment from your account, we will not be responsible for any loss you may suffer or incur.
(b) If the wrong payment instruction contained in the customer’s request is related to the previous foreign exchange transaction, and the customer chooses to cancel the customer’s request due to providing the wrong payment instruction, the customer shall bear the cost of booking to cancel the foreign exchange transaction through the HIPAYX LIMITED platform.
(c) If the customer cancels the customer request due to an incorrect payment instruction and submits a new customer request to return the customer’s funds,
HIPAYX LIMITED does not guarantee that the amount or currency returned by HIPAYX LIMITED is consistent with the payment currency and/or amount.
(d) The platform provided wrong foreign exchange transaction instructions in the customer’s request (which may include but not limited to wrong settlement date, invalid currency pairing and/or wrong amount of buying or selling currency), and the customer agreed to provide HIPAYX LIMITED with correct customer request or cancel the customer request as soon as practicable. After canceling the customer request, the customer must provide HIPAYX LIMITED with a new customer request to return the customer funds involved in the wrong customer request to the customer.
(e) If HIPAYX LIMITED is unable to obtain an effective exchange rate from the relevant correspondent bank or liquidity provider, HIPAYX LIMITED has the right to refuse the customer’s request for correction.
(f) The Client shall compensate HIPAYX LIMITED for any reasonable loss suffered by HIPAYX LIMITED as a result of any payment failure directly caused by the Client’s failure to comply with the procedures specified in this clause.
11.6 Excess funds. When you make payment to the reserve bank account, you must give us accurate and complete instructions on payment or foreign exchange. If you do not provide us with accurate or complete instructions, we may, at our discretion: (a) return the funds to the remitter; (b) Remit the funds to the bank account you bind by notifying us; Or (c) remit the funds to you in any other way in compliance with any applicable law.
12. Safety and security
12.1 Protect your HIPAYX LIMITED account. In order to use the HIPAYX LIMITED platform, you (or your authorized users) must use a unique password and any multifactor authentication to log in: for example, we may require your authorized users to verify that they are authorized users when logging in to the HIPAYX LIMITED platform or when using the HIPAYX LIMITED platform for some transactions. You must always save all login information and passwords securely and reliably to access the HIPAYX LIMITED platform, and only authorized users are allowed to access the service.
12.2 If you suspect that your HIPAYX LIMITED account information may be leaked, please contact us. If you suspect that your password has been compromised, please send an email to support@hipayx.com to change the password. HIPAYX LIMITED will immediately respond to your request (that is, within 30 minutes of email reporting the aforementioned leakage)
(a) Your HIPAYX LIMITED account, or access to the HIPAYX LIMITED platform or other security credentials are stolen, lost, used without your authorization, or otherwise damaged; or
(b) The login information and password of your HIPAYX LIMITED account or user information are found by others.
Any inappropriate delay in notifying us may affect the security of your HIPAYX LIMITED account, or affect your access HIPAYX LIMITED platform, and may cause you to be responsible for any economic losses.
12.3 Please check your account transactions regularly, and all your activities will be displayed on the HIPAYX LIMITED platform. If you suspect or actually have unauthorized transactions or other security issues related to HIPAYX LIMITED platform, you must immediately send an email to support@hipayx.com contact us. If the transaction is caused by our error, fraud or your transaction error, we may refund your loss (see Clause 12.4). If you do not immediately notify us of any unauthorized, or wrongly initiated or executed transactions, you may lose the right to request correction of the problem or refund. You may not be able to claim a refund if:
(a) You have violated the terms of this Agreement or any applicable law;
(b) You have provided us with wrong trading instructions (in this case, we may reasonably help you to recover the funds under possible circumstances, but we do not guarantee success); or
(c) No loss is directly caused by our actions or negligence.
12.4 Unauthorized transactions. We do not assume any responsibility for unauthorized transactions outside the direct control of HIPAYX LIMITED. Especially in the following cases (but not limited to), we will not assume any responsibility (and you will be fully responsible for all losses):
(a) If you do not notify us of security issues in time;
(b) If we find that you or your authorized users or any other person on your behalf have committed fraud;
(c) If you intentionally or negligently damage the security of your HIPAYX LIMITED account or HIPAYX LIMITED platform, or you fail to perform the obligation to use these data in accordance with the terms of this agreement, and fail to keep all login data and passwords confidential and secure;
(d) If you give us wrong payment instructions (we may reasonably help you recover the funds, but we do not guarantee success); as well as
(e) To the extent permitted by applicable law, in any other circumstances beyond our direct control.
12.5 Repayment. If we refund you the amount of the unauthorized transaction, but later find that you have failed to comply with your obligations under Article 12 of these Terms, you must repay us the value of the unauthorized transaction.
12.6 Confirm. You acknowledge that:
(a) HIPAYX LIMITED does not assume any responsibility or guarantee for any transaction you make through the HIPAYX LIMITED platform;
(b) You must obtain and use any equipment or telecommunication lines and connections you need to use or connect to the HIPAYX LIMITED platform;
(c) Some software and equipment you use may not support some functions of the HIPAYX LIMITED platform; as well as
(d) You are responsible for configuring and updating your information technology, software and equipment to use this service or HIPAYX LIMITED platform.
12.7 Your responsibility. You shall be responsible for all reasonable costs, charges, claims, damages, expenses, losses, expenses, fines and liabilities incurred or incurred by HIPAYX LIMITED due to or in connection with the following reasons: (i) (if applicable) your wrong instructions, overpayment, wrong payment or other invalid payments caused by you; (ii) any error, default, negligence, misconduct or fraud by you, your employees, directors, officers or representatives or any person acting on your behalf; And (iii) any costs, charges, claims, damages, expenses, losses, expenses, fines and liabilities suffered or incurred by HIPAYX LIMITED as a result of your failure to comply with the terms of this Agreement, including but not limited to Article 12 of this Agreement.
13. Fees and Charges
13.1 Service charge. You will pay us for the service, or according to Com, or as otherwise agreed in writing with us. The service fee is charged separately according to the service you use, for example:
(a) Collection services. The fees for collection services generally include a certain percentage of the funds and/or a fixed fee charged per transaction and/or daily, weekly, monthly or annual cycles;
(b) Payment services. The service fee of payment service generally involves fees, which depends on whether you use the local channel or SWIFT payment channel to pay and/or a fixed fee charged on a daily, weekly, monthly or annual basis for each transaction;
(c) Foreign exchange services. The service fee for foreign exchange service generally involves the collection of customer deposits above the basic foreign exchange rate and/or the fixed fee charged on a daily, weekly, monthly or annual basis for each transaction;
(d) HIPAYX LIMITED platform service. Service fees may be charged at a certain time, for example, because merchants use HIPAYX LIMITED platform services to send recharge, withdrawal, query, reconciliation, personalization and other system or electronic instructions to HIPAYX LIMITED, and they will be charged monthly.
13.2 Change of service charge. Unless otherwise agreed by us in writing, we can modify the service charge at any time, and the modified service charge will take effect on the date when we notify you that the service charge is applicable.
13.3 Taxes. All amounts due to us under the terms of this Agreement:
(a) Excluding all taxes and similar fees that are now effective or will be issued in the future, all of which you will be responsible for and pay in full;
(b) Unless prohibited by applicable law, it will be paid in full without any set off, claim, deduction or withholding. If applicable laws require you to deduct withholding tax from any payment: (i) you shall immediately notify HIPAYX LIMITED of the relevant requirements; (ii) Both parties shall make all necessary declarations to ensure that the provisions of any applicable tax treaty apply to the payment; (iii) You shall pay an additional amount to HIPAYX LIMITED to enable HIPAYX LIMITED to receive the full amount that it would have received without withholding or deduction. (iv) You will pay the full amount of deduction or withholding due to the relevant agency; And (v) you will immediately submit to HIPAYX LIMITED an official receipt (or a certified copy) or other documents reasonably acceptable to HIPAYX LIMITED to prove that payment has been made to the institution.
13.4 Obligation to pay arrears. You must pay any arrears to us within 7 working days, including those arising from any cancellation, refund, fee, charge or other transaction. If it is overdue, we may suspend your use of the service (excluding access to any relevant account) until we receive such payment.
13.5 The right to deduct the amount you owe us. From time to time, we may deduct any amount you owe us from the funds received or received by us as part of the services, or from any amount provided as a guarantee under Clause 13.6 of the terms of this Agreement. If you do not have enough funds to pay the amount you owe us, we can take reasonable steps to recover the amount at your expense (such as taking legal action or using debt recovery services).
13.6 Guarantee. We may at any time require you to obtain guarantee or compensation (including replacement of any existing guarantee) in the form and assets reasonably required by us within 30 days (or such longer time as we may determine) after receiving our written request. To ensure that we perform your obligations (including contingent or potential obligations) from time to time in accordance with the terms of this Agreement with reasonable satisfaction.
13.7 Payment method of service charge
(a) For the expenses incurred in each single transaction: when each transaction is successfully confirmed by HIPAYX LIMITED, HIPAYX LIMITED will directly deduct the equivalent amount of expenses from the customer’s deposit account balance in the actual deduction currency according to the exchange rate in the foreign exchange market at the time of deduction (if the actual expense currency is the same as the deduction currency, no foreign exchange will occur). When the balance is insufficient, the customer is obliged to make up in time and be responsible for the problems caused by the insufficient balance.
(b) For fixed expenses. HIPAYX LIMITED will deduct any fixed fee amount from the customer’s pre deposit account balance on the first (1st) day of each month in the actual debit currency of the transaction according to the exchange rate in the foreign exchange market at the time of deduction (if the actual fee currency is the same as the debit currency, no foreign exchange will occur). When the balance is insufficient, the customer is obliged to make up within 5 working days after being notified, and is responsible for the problems caused by the insufficient balance.
(c) Installation fee and other one-time expenses. HIPAYX LIMITED will issue an invoice for the installation fee and other one-time fees to the customer, and the customer shall pay in full before continuing to use any service on the first (1st) day of each month. The Customer shall accept the invoice and immediately remit the payment to the receiving bank account specified on the invoice.
14. intellectual property right
14.1 Licence. On the premise that you comply with the terms of this agreement, we grant you a personal, revocable, non transferable, non sublicensable and non exclusive license to access and use the HIPAYX LIMITED platform through any supported web browser to manage our services.
14.2 Ownership. We own all intellectual property rights of HIPAYX LIMITED platform and its proprietary technology, including its software (source code and object form), algorithms, user interface design, architecture and documents (including printed and electronic), network design, as well as any modification, improvement and derivative works. The terms of this agreement do not mean that HIPAYX LIMITED transfers any ownership of HIPAYX LIMITED platform and/or its proprietary technology to you.
14.3 Restrictions on use. You do not have any rights to our services (including HIPAYX LIMITED platform) except for the right to use our services licensed in Article 14.1. Unless required by law or permitted by HIPAYX LIMITED, you may not copy, modify, adapt, translate, create derivative works, transfer, lend, lease, sub-license, sell, structure or otherwise republish or redistribute, publicly perform or publicly display any part of the HIPAYX LIMITED platform, services or included software. You shall not allow any unauthorized person to enter or use the HIPAYX LIMITED platform, or conduct speculative trading on the HIPAYX LIMITED platform. Except as expressly permitted by applicable laws (but not otherwise), you cannot reverse engineer, decompile, disassemble or attempt to extract the source code of HIPAYX LIMITED platform or software.
14.4 Use your data. HIPAYX LIMITED only uses any of your data to the extent necessary to perform its obligations under the terms of this Agreement, and will not disclose it to any third party without your written approval. You shall be fully responsible for the quality, accuracy and completeness of any customer data and payment data transmitted through HIPAYX LIMITED platform.
14.5 Rights of others. You shall not use our services including HIPAYX LIMITED platform in any way to infringe or violate the copyright, trademark or other intellectual property rights of us or any other person, or otherwise violate any applicable law. The HIPAYX LIMITED platform may display content that we do not own, and we are not responsible for this.
14.6 Propaganda. Unless obtaining your prior permission, HIPAYX LIMITED will not use your business information to include in the general promotional materials of HIPAYX LIMITED services.
15. Confidentiality, privacy and use of data
15.1 Confidential Information. You acknowledge that you may come into contact with confidential information belonging to us, and you must keep such information confidential according to the terms of this agreement.
15.2 Confidentiality commitment. You agree that you:
(a) We will not disclose any of our confidential information to any third party, unless otherwise required:
(i) Required by law or any authority having jurisdiction; (ii) to your lawyers, accountants and other advisers as reasonably necessary; Or (iii) to defend itself in actual or threatened proceedings; as well as
(b) Reasonable precautions will be taken to protect the confidentiality of such information, at least as strict as those taken to protect your own confidential information.
15.3 Disclosure to employees and agents. In addition, you can only disclose our confidential information to your agents, representatives and employees. These agents, representatives and employees “need to know” about the information related to the terms of this agreement. They are informed of the confidential nature of these confidential information and agree to act in accordance with the terms and conditions of Article 15.
15.4 Privacy and personal data. Protecting personal data is very important to us. In addition to the terms of this agreement, our privacy policy also explains how and for what purpose we collect, use, retain, disclose and protect the personal data you provide to us. You agree to view the terms of our privacy policy as updated from time to time.
l Purpose. Within the legal scope, you agree to share personal data with HIPAYX LIMITED and authorize HIPAYX LIMITED to collect, use, store or otherwise process such personal data for the following “agreement purposes”, so that we can:
l Assist in providing you with information about products or services;
l Consider your requirements for products or services;
l Enable us to provide products or services;
l Manage the relationship between HIPAYX LIMITED and customers;
l Manage accounts and perform other management and business tasks (including risk management, system development and testing, credit scoring, employee training, debt collection and market or customer satisfaction surveys)
l Design new products and services or improve existing products and services provided by us;
l General and specific communications between us and you;
l Consider any doubts or complaints you have about us, manage any legal action involving HIPAYX LIMITED, or both;
l Perform any execution activities, including collecting any money from you;
l Determine your identity or establish your tax status in accordance with any local or foreign laws, regulations or treaties, or agreements with any tax authorities;
l Identify, prevent or investigate any fraud, illegal activity or misconduct (or suspected fraud, illegal activity or misconduct);
l Comply with all applicable laws, including anti money laundering, financial crimes and other inspections;
l Verify any information and records related to you;
l Comply with the terms of this Agreement and the Privacy Policy;
l To enable the actual or potential transferee of all or any part of our business and/or assets to evaluate the transaction proposed to be the subject of the transfer, and enable the actual transferee to use the personal data provided by you in the business operation; and
l For any other purpose specified in our privacy policy.
You can revoke the above authorization at any time by writing (including email) to the contact information recorded in Article 2.2.
15.5 Data subject. The categories of data subjects that we may collect may include the following natural persons: customers, customers’ directors and ultimate beneficial owners, your customers, employees and contractors, payers and payees. You may share with HIPAYX LIMITED some or all of the following personal data about the data subject that you have learned from the service.
• full name;
Full name;
• email address;
e-mail address;
• phone number and other contact information;
Telephone number and other contact information;
• date of birth;
date of birth;
• nationality;
Nationality;
• public information about the data subject;
Public information about the data subject
• other relevant verification or due diligence documentation as required under these terms; and
Other relevant verification or due diligence documents required by the terms of this Agreement; as well as
• any other data that is necessary or relevant to carry out the Agreed Purposes.
Any other data required for or in connection with the execution of the Agreement.
15.6 Compliance. Neither party will deliberately perform its obligations under the terms of this Agreement to cause the other party to violate applicable data protection regulations. Neither party shall be liable for any consequences arising from the other party’s failure to comply with applicable data protection regulations related to the personal data it shares.
15.7 Promise. To the extent that you or HIPAYX LIMITED process personal data, each party will:
(a) Deal with personal data fairly and legally, and ensure that it has legitimate reasons to deal with it under data protection regulations;
(b) Obtain and maintain all appropriate registrations required by data protection regulations to allow them to use personal data in accordance with the terms of this Agreement;
(c) Ensure that appropriate technical and organizational security measures are taken to protect the personal data under its control;
(d) Ensure that all personnel who can access and/or process personal data are obliged to keep them confidential;
(e) Personal data will only be transferred between different jurisdictions if appropriate measures are taken to make the transfer under the data protection law legal;
(f) If receiving any request, complaint or other communication from the data subject or regulatory authority to or against the other party, it shall immediately notify the other party; as well as
(g) If any personal data leakage directly related to the other party is found, the other party shall be notified in a timely manner.
15.8 Data security. In addition to any other reasonable information security requirements specified by us, you will ensure that the methods and means of any personal data transmitted to HIPAYX LIMITED are secure and comply with data protection regulations.
15.9 Cooperation. Each party will be responsible for responding to requests from regulators or individuals to exercise their rights under the applicable Data Protection Law. Each party will provide reasonable cooperation and assistance to the other party to comply with all its obligations under the data protection regulations and any relevant applicable laws, including: (i) processing and responding to any communication of the data subject; (ii) deal with, mitigate and respond to any personal data leakage incident; And (iii) consult with regulatory authorities or regulators on safety and impact assessment.
15.10 Data processing. Upon the termination of the terms of this Agreement, or once the processing of any personal data is no longer necessary for the purpose of execution, each party will safely dispose of any such personal data in its possession in accordance with the requirements of applicable laws.
15.11 Data security. We will take all steps required by data protection regulations to ensure that appropriate information security measures are taken for such disclosure.
.
15.12 Personal data you provide about others. If you provide us with personal data about others, including (but not limited to) your authorized users, your directors and ultimate beneficial owners, your customers, employees and contractors, payers and payees, you promise that we can rely on you to obtain the consent of such persons to disclose their personal data to us, and we will use these data according to the provisions of this agreement. You must show the information about these terms to such persons so that they can understand how HIPAYX LIMITED may collect, use and disclose their personal data in your transaction with us, and how we use their personal data.
16. Disclosure of information and direct marketing using personal data
16.1 We may disclose your information to others. HIPAYX LIMITED may disclose your customer data, payment data and personal data, including any confidential information, to:
l Any branch, subsidiary, holding company, associated company, subsidiary or related entity of HIPAYX LIMITED;
l Any agent, contractor or service provider employed or proposed to be employed by us to perform or assist our functions and activities, and is responsible for keeping such information confidential;
l Participants in payment systems, including card organizations, financial institutions and payment organizations, such as the Global Interbank Financial Telecommunication Association;
l Any person with whom HIPAYX LIMITED may enter into any transfer, financing, share purchase or other business agreement and is obligated to keep such information confidential;
l Any person to whom disclosure of information is permitted or required (or expected) by any applicable law or regulation or pursuant to any court order;
l Any reference or representative or your representative (including any professional adviser, broker, introducer, lawyer or executor);
l Any third party provider of mortgage, guarantee or credit support (if any);
l Credit investigation agencies and, in case of default, debt collection agencies;
l Any agent authorized by you or authorized by law, such as the bankruptcy administrator or trustee or your legal representative; as well as
l Any actual or proposed transferee of all or part of our business and/or assets and/or HIPAYX LIMITED interests.
17. Limitation of Liability
17.1 Liability. Nothing in this Agreement shall exclude or limit the liability of either party, if it is illegal to do so. This includes the following responsibilities of a party:
(a) Death or personal injury caused by his negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) All amounts due and payable under the terms of this Agreement.
17.2 Direct loss. According to the terms of this agreement, direct losses can be compensated. However, unless otherwise specified in the terms of this Agreement, neither party shall be liable for any indirect losses.
17.3 Not applicable. We will not assume the following responsibilities for you:
(a) Any loss beyond our direct control, which is caused by the negligence, fraud or willful misconduct or bankruptcy of any third-party agent bank, liquidity provider or other financial institution belonging to the payment network used for providing services.
(b) If any information you provide in your instructions is incorrect, resulting in the non execution or defective execution of a payment; or
(c) If the payee/receiving bank fails to process the payment correctly, the payee/receiving bank causes errors, mistakes or non performance of obligations.
In the case of (b) or (c), we will make reasonable efforts to recover the funds involved in the payment.
17.4 Cumulative liability. Except as provided in Article 17.5, HIPAYX LIMITED’s total liability to you for all litigation arising from or in connection with the terms of this Agreement shall not exceed the total service fee you pay to HIPAYX LIMITED.
17.5 Responsibility for foreign exchange. To the maximum extent permitted by applicable laws, HIPAYX LIMITED’s maximum liability for foreign exchange exchange, whether caused by contract, tort or other reasons, will not in any case exceed the amount of currency sold by HIPAYX LIMITED in such foreign exchange exchange.
17.6 Equitable relief. Simple damages may not be an adequate remedy for breach of contract. Therefore, either party has the right to seek injunctive order, specific performance or other equitable remedies for any possible or actual breach of contract.
17.7 Mitigate losses. Each party agrees to make reasonable efforts to mitigate any loss that should be compensated according to the terms of this Agreement.
18. Compensate for
18.1 Customer’s compensation. On demand, you will compensate us for all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us due to the following reasons:
(a) You violate the terms of this agreement, fail to comply with applicable laws, fail to comply with the acceptable use policy, or you use or abuse our services;
(b) Any payment or foreign exchange of you, including that we act according to any instructions of you, and we have reason to believe that such instructions are made by you or your authorized users; or
(c) Close or cancel all or part of the foreign exchange exchange or payment before the exchange date or payment date, including cases where we have to do so because you fail to fund the foreign exchange exchange or payment.
18.2 Third party claims. Clauses 18.2, 18.3 and 18.4 apply to the obligations of Clauses 18 and 22. If a party becomes aware of any claim or litigation that may lead to a claim under Article 18 or Article 22 (each a “Third Party Claim”), that party will immediately notify the other party in writing. On the premise that the other party always complies with Article 18.3, the first party will:
(a) Allowing the other party to control the defense of such third party claims; as well as
(b) At the request and expense of the other party, provide reasonable assistance to the other party to defend any such third party claim.
18.3 Defend. If the other party assumes the defense of the third party’s claim, the other party will:
(a) Promptly notify the first party that it has assumed such defense;
(b) At all times, take into account the interests and reputation of the first party, and comply with all applicable court rules to defend such third-party claims;
(c) Negotiate with the first party on any negotiation, settlement or litigation and keep it informed at any time; And;
(d) Without the prior written consent of the first party, no settlement or compromise involving remedial measures other than payment of money shall be reached in respect of the third party’s claim.
18.4 Indemnification. If the other party fails to assume the defense of the third party’s claim according to Article 18.3 within 14 days after receiving the written notice of the third party’s claim, the first party or the person designated by the first party may defend the third party’s claim in the way it thinks fit, and the other party will compensate the other party for the reasonable expenses incurred by the other party due to the third party’s claim.
18.5 Compensation conditions. The obligations set forth in Article 18 of this Article shall apply only if the indemnified party notifies the indemnifying party in writing within thirty (30) days after it becomes aware of or receives the claim; The indemnified party, at the expense of the indemnifying party, shall provide the indemnifying party with reasonable assistance required by the indemnifying party for the defense and settlement of any claim (if applicable); The indemnified party shall provide the indemnifying party with the exclusive right and authority to control and settle any claim.
19. Termination and Suspension of Agreement
19.1 Close your HIPAYX LIMITED account. You can close your HIPAYX LIMITED account by stopping using the service, and notify us in writing to terminate the terms of this agreement at any time 30 calendar days in advance.
19.2 HIPAYX LIMITED has the right to suspend or terminate. We may terminate the terms of this Agreement at any time by giving you 60 calendar days’ written notice
(or any other provision). In addition, under the following circumstances, we can immediately suspend or terminate all or part of the terms, any additional terms or any service, or block any transaction without giving notice.
(a) We suspect criminal activities related to your HIPAYX LIMITED account, that your HIPAYX LIMITED account has been fraudulently used, or that we have reason to believe that you have fraudulently requested a refund due to unauthorized transactions.
(b) We have reason to believe that you have violated applicable laws.
(c) We are legally required to do so, including in accordance with the instructions of any relevant regulatory authority.
(d) You have violated any of the provisions of this Agreement or any applicable restrictions or restrictions in the Acceptable Use Policy.
(e) You provided us with false or inaccurate information, or we were unable to verify any information you provided.
(f) You notify us, or we suspect or identify any suspicious or actual unauthorized transactions.
(g) You have been included in any national or international restricted or prohibited list, which makes it impossible for us to do business with you.
(h) You have not accepted the change to the terms of this agreement;
(i) We suspend or stop all or part of our services due to technical or safety reasons;
(j) We have reasonable concerns about your HIPAYX LIMITED account, including the use of services;
(k) One of our banking partners or other service providers required to provide services requires us to terminate the terms of this agreement; or
(l) If HIPAYX LIMITED believes that the customer uses portal for any illegal, destructive or unauthorized purpose according to its own decision, it can suspend or terminate the customer’s access to the merchant service platform with a day’s notice to the customer. In addition, HIPAYX LIMITED will reserve the right to terminate the service in case of any of the following circumstances: (i) all or part of the failure of the merchant service platform, including the technical failure constituting the merchant service platform; (ii) the security of the portal is compromised; (iii) the Customer seriously breaches its payment obligations under this Agreement; Or (iv) in order to comply with applicable laws.
(m) Any action taken by HIPAYX LIMITED pursuant to Article 19.2 shall continue for such period as may be necessary at HIPAYX LIMITED’s sole discretion.
19.3 If possible, we will give you a notice of suspension. We will notify you of any suspension and the reason for the suspension as soon as possible, whether before or immediately after the suspension, unless doing so would prejudice our reasonable security measures or otherwise be illegal. We will remove the suspension of the service as soon as practicable after the reason for the suspension no longer exists.
19.4 Immediate Termination. Without prejudice to any other rights or remedies, either party may immediately terminate the terms of this Agreement or any additional terms upon written notice to the other party, without any liability to the other party.
(a) If the other party:
(i) Seriously violate the terms (or additional terms) of this Agreement, and if it can be remedied, it fails to remedy the breach within 30 days after receiving the formal written notice; or
(ii) A series of violations of the terms (or additional terms) of this Agreement, which together will have an impact or effect, or otherwise constitute a material breach; or
(iii) Become the subject of bankruptcy events.
(b) If a party reasonably determines that the performance of its obligations under the terms of this Agreement has become illegal; Or the occurrence of a force majeure event that causes the other party to be unable to perform any of its obligations under the terms of this Agreement for more than one month.
19.5 Repayment on Termination. Upon termination, you need to repay the amount you owe us within 30 natural days. Under the circumstances specified in Article 19.2 or 19.4, we may charge you reasonable costs, expenses and losses incurred by us (including expenses incurred due to foreign exchange differences or any action taken by us to cover or reduce risks). We will refund all the money in your account according to your request.
19.6 Effect of Termination. Upon termination of the terms of this Agreement or any additional terms:
(a) You will not be able to use the HIPAYX LIMITED platform (or services under such additional terms), and all rights granted to you under the terms of this Agreement or the additional terms will be terminated.
(b) You must immediately return or delete copies of documents, notes and other materials belonging to HIPAYX LIMITED that constitute or relate to the HIPAYX LIMITED platform (or services under such additional terms).
(c) All payment obligations for the services provided by you under the terms of this agreement (or additional terms) until the effective date of termination will be immediately due and payable within 60 natural days.
(d) Each party will return or delete all confidential information of the other party held by it within 30 days after the termination of the terms of this Agreement or the additional terms, and will not make or retain any copy of such confidential information, unless necessary to comply with applicable laws; as well as
(e) Any express or implied terms that are effective after termination will continue to have full force and effect.
19.7 Other reasons for termination. HIPAYX LIMITED may suspend the service and terminate this Agreement at any time without prior notice under any of the following circumstances: if the financial regulatory authority, regulatory authority or law enforcement authority issues a warning to the customer or sends a notice to HIPAYX LIMITED requesting it to stop the service; Any government, regulatory or judicial authority instructs HIPAYX LIMITED to suspend or terminate this Agreement; Customers are included in the list of restrictions or prohibitions issued by the United Nations or other international institutions; Or according to the laws or regulations of the country where HIPAYX LIMITED operates, HIPAYX LIMITED is prohibited from conducting any business with customers; HIPAYX LIMITED’s banking partner requests HIPAYX LIMITED to terminate this Agreement; Or HIPAYX LIMITED, in its sole judgment, believes that the customer is engaged in false transactions, fraud, money laundering, prostitution, drug trafficking, terrorist financing or any other activities that violate the applicable laws or regulations of the jurisdiction where HIPAYX LIMITED operates its business.
20. Third party service providers
20.1 Confirm. You acknowledge and agree that:
(a) We may cooperate with third parties (including other companies of HIPAYX LIMITED Group) to provide services;
(b) If you receive information about a third party provided by us or provided by such third party, you will not rely on such information, nor will you make any claim against us or the third party for relying on such information. You agree that if you choose to rely on such information in violation of these terms, you will bear all risks and responsibilities.
(c) HIPAYX LIMITED does not assume any responsibility or make any other guarantee for any transaction conducted by the customer through the HIPAYX LIMITED platform.
(d) Some software and equipment used by customers may not support some functions of HIPAYX LIMITED platform.
(e) The Client shall be responsible for all costs, damages, losses, fines and HIPAYX LIMITED’s liability arising from (i) (if applicable) the Client’s wrong instructions, overpayment, wrong payment or other invalid expenses caused by the Client
Pay; (ii) any error, default, negligence, misconduct or fraud of the Client, its employees, directors, officers, representatives of the Client or any person acting on behalf of the Client; And (iii) any costs, damages, losses, fines and liabilities resulting from the Client’s failure to comply with the terms of this Agreement and this Service Schedule.
(f) For any loss caused by service exchange rate fluctuation due to delay, cancellation or failure of foreign exchange transaction,
HIPAYX LIMITED assumes no responsibility.
(g) HIPAYX LIMITED has the right to revoke, detain or suspend the provision of services to customers at any time.
20.2 The service is provided by HIPAYX LIMITED. If we use a third party to provide services, you acknowledge that the services are provided to you by HIPAYX LIMITED, and the counterpart of your contractual relationship is still HIPAYX LIMITED, unless otherwise specified in writing in any additional terms on the use of services or service functions.
20.3 Comply with data protection laws. If we use a third party to provide services, we will ensure that the third party complies with the data protection regulations related to the processing of personal data in accordance with the terms of this Agreement.
21. Representations and Warranties
21.1 Customer Guarantee. You represent and warrant to us that you:
(a) When you use the service, HIPAYX LIMITED platform and customer data, you will abide by the terms of this agreement and all applicable laws.
(b) Have the right, power and authority to enter into the terms of this Agreement and perform all your obligations in accordance with the terms of this Agreement.
(c) The right to grant us the rights defined in the terms of this Agreement without violating any applicable law or the ownership of any third party.
(d) According to Article 4 of the terms of this agreement, we will provide us with accurate, up-to-date and complete customer due diligence information and data in a timely manner; as well as
(e) This service and HIPAYX LIMITED platform are only used for legal purposes.
21.2 Customer behavior. You shall be fully responsible for any use of the service and other functions of the HIPAYX LIMITED platform, including any data or transmission content that you or any authorized user you allow to access the HIPAYX LIMITED platform to perform through the HIPAYX LIMITED platform. You will make every reasonable effort to ensure that no unauthorized person will or can access your HIPAYX LIMITED account or other functions of the HIPAYX LIMITED platform. You shall not interfere, destroy or cause any damage to other users of HIPAYX LIMITED platform or service.
21.3 You cannot abuse the HIPAYX LIMITED platform. You cannot:
(a) Use methods other than HIPAYX LIMITED APIs or portal to access the HIPAYX LIMITED platform. For example, you cannot use automation without our permission.
(b) Any behavior that may damage, disable, overload or damage HIPAYX LIMITED platform, such as service attack; And/or
(c) Causes viruses or other malicious codes to interfere with the use of HIPAYX LIMITED platform.
21.4 Disclaimers Except as expressly provided in the terms of this Agreement, all warranties, conditions and terms, whether expressed or implied by legislation, common law or other laws (including any implied warranty on quality satisfaction or applicability to a specific purpose or non infringement), are excluded to the extent permitted by law. In particular, we:
(a) No commitment is made to the content or data of HIPAYX LIMITED platform, specific functions of HIPAYX LIMITED platform or its accuracy, reliability, availability or ability to meet your needs; as well as
(b) For operational, security or other reasonable reasons, we may occasionally interrupt your use of the HIPAYX LIMITED platform. In this case, we will resume the visit as soon as possible.
21.5 Financial advice. You should not treat any information or comments provided by HIPAYX LIMITED as financial advice. You should consider seeking your own independent advice on any such information or advice and use of the service.
21.6 Customer responsibility. customer:
(a) Take full responsibility for the quality, accuracy and integrity of customer data transmitted through the merchant service platform;
(b) Any equipment or telecommunications lines and connections required to use the Merchant Service Platform must be provided and/or obtained.
(c) Within two working days of HIPAYX LIMITED’s request, HIPAYX LIMITED must be provided with any additional information about the payment requested by HIPAYX LIMITED.
21.7 Electronic identity check
(a) The Client acknowledges and agrees that HIPAYX LIMITED will be permitted to conduct electronic database search and query credit reference institutions to verify the identity and credit status of the Client or any of its shareholders, and whether it complies with all requirements for knowing your client (“KYC”) and any anti money laundering/anti-terrorism financing laws (“AML/CTF”) of the jurisdiction where HIPAYX LIMITED operates. The Client acknowledges that all KYC requirements must be met prior to processing any transaction and performing any services. HIPAYX LIMITED may keep records of the contents and results of such searches in accordance with all current and applicable legal or other requirements.
(b) The Client further acknowledges and agrees that HIPAYX LIMITED is allowed to conduct necessary KYC screening and transaction monitoring on the payer and payee in accordance with relevant anti money laundering/anti-terrorism financial laws.
21.8 Fund handling related to anti money laundering/anti-terrorism financial laws. If the electronic identity check specified in Article 21.8 triggers HIPAYX LIMITED’s obligation to notify the regulatory authority, HIPAYX LIMITED reserves the right to detain, reject or delay any foreign exchange transaction or payment of customer funds, in order to comply with the requirements of the relevant anti money laundering/anti-terrorism financial laws of the jurisdiction where HIPAYX LIMITED operates.
22. Market turbulence, errors and force majeure
22.1 Force Majeure. As long as the force majeure event hinders the performance of any obligation, neither party shall be responsible for the failure to perform the obligation. The party suffering from force majeure will:
(a) Promptly notify the other party of any circumstances that may lead to its inability to perform its obligations; as well as
(b) Make reasonable efforts to mitigate the impact of force majeure on its performance of obligations.
22.2 Market disruption. If we reasonably believe that there is a market disruption after we provide you with the foreign exchange rate, and all or some currencies affected by the market disruption are affected by the market disruption, we may modify any foreign exchange rate, or any ratio or spread of any foreign exchange rate, with immediate effect, before we reasonably determine that the period of market disruption has ended.
22.3 Foreign exchange rate error. If the foreign exchange rate implemented by foreign exchange is obviously and seriously deviates from the market price, you shall not rely on such obvious error. In this case, we may declare that the foreign exchange conversion is not binding, you need to return to us any amount made according to the foreign exchange conversion, and we will re process the foreign exchange conversion at the correct exchange rate.
22.4 Payment of fees. This clause does not limit or otherwise affect your obligation to pay any fees or other charges or payables under the terms of this Agreement.
23. General provisions
23.1 Entire Agreement. The terms of this agreement represent the entire agreement between the parties, and supersede and cancel the agreements, representations, commitments and statements between us, whether written or oral. Each party acknowledges that when signing the terms of this Agreement, it does not rely on, nor will it take any remedial measures against, any representation or warranty (whether unintentional or negligent) not listed in the terms of this Agreement. The parties agree that no claim shall be made against any unintentional or negligent misrepresentation or negligent misstatement due to any statement in the terms of this Agreement.
23.2 complaint. If we make mistakes, or you feel that we do not meet your expectations when providing services, please let us know. We have internal procedures to handle complaints fairly and in a timely manner in accordance with our regulatory requirements. A copy of our complaint procedure is available upon request.
23.3 Notification. All notices, requests and other communications required or permitted by this clause will be sent to both parties in writing at their registered addresses and in the following ways:
(a) Registered letter or certified first-class letter;
(b) Express or overnight delivery service or personal delivery.
(c) E-mail.
You agree and agree to receive our notices and other communications via email and other electronic means (such as HIPAYX LIMITED platform).
23.4 Relationship. Except as expressly provided in this clause or any additional clause, nothing in this clause shall be construed as establishing a partnership or joint venture between the two parties, nor shall it constitute either party as the agent of the other party, nor shall it authorize either party to make any commitment for or on behalf of the other party. Each party confirms that it is acting on its own behalf and not for the benefit of any other person.
23.5 transfer the possession of. Without the prior written consent of the other party, either party shall not transfer all or part of the terms of this Agreement. Any attempt to do so will be invalid and constitute a material breach of the terms of this Agreement.
23.6 Give up. The failure or delay of a party to exercise any right or remedy under the terms of this Agreement or the law, or the single or partial exercise of such right or remedy, shall not constitute a waiver of such right or any other right or remedy, nor shall it preclude or restrict the further exercise of such right or any other right or remedy.
23.7 Severability. If any provision of this Agreement is determined to be invalid, unenforceable or illegal by any court with jurisdiction, such provision will be deemed to have been deleted without affecting the remaining provisions. If some parts of the clause are still valid, enforceable and legal after being modified or deleted, the clause will be applied with the minimum modification required to make it legal, effective and enforceable.
23.8 No solicitation. During the term of this Agreement and within one (1) year after termination, one party (“the first party”) shall not request services from any staff of the other party (“the second party”) who has any substantive transaction with the first party within eighteen (18) months before this. However, for the avoidance of doubt, this clause does not apply to: (i) the first party has obtained the written consent of the second party in advance; Or (ii) any public recruitment activity conducted by or on behalf of the First Party, other than any staff of the Second Party. Article 24.8 of this clause shall remain in force after the termination of this agreement.
23.9 Third party rights. The terms of this agreement are entered into between the parties specifically for the benefit of both parties, and the provisions of the Contracts (Rights of Third Parties) Ordinance (Chapter 623) do not apply to this clause. Any person who is not a party to the terms of this Agreement (whether or not such person is named, referred to or otherwise identified in the terms of this Agreement, or is part of a class of persons named, referred to or identified in the terms of this Agreement) shall not be entitled to enforce the terms of this Agreement or enjoy the benefits of any of the terms of this Agreement under any applicable law (including the Contracts (Rights of Third Parties) Ordinance) or otherwise. Neither party shall declare itself to be the trustee of rights under this Agreement for the benefit of any third party.
23.10 Payment order. We can decide the order in which we deal with your account on the premise that we comply with legal provisions. For example, if you provide us with one or more payment instructions, but do not pay enough funds to the reserve bank account, unless we accept your other instructions, we can use any funds we subsequently collect or receive for the purpose of one or more payment instructions at our discretion.
23.11 record. You agree that, except for obvious errors, our records of your use of the service and transactions through the HIPAYX LIMITED platform are the final evidence of its contents.
23.12 This product agreement is made in duplicate, with each party holding one copy, and each copy has the same legal effect.
23.13 Governing Law. The terms of this Agreement will be governed by and constructed in accordance with the laws of Australia. Any dispute, controversy, difference or claim arising from or in connection with this Contract, including the existence, validity, interpretation, performance, breach or termination of this Contract, or any dispute arising from or in connection with non contractual obligations under this Contract, shall be submitted to the Australia court for litigation.
23.14 Counterparts This Agreement may be executed in paper or electronic form and may be executed in two counterparts, each of which shall be deemed an original and
And it is the same contract. If this contract is signed online, click “I confirm” or similar button to register, access or use the service (collectively referred to as “consent”), it means that you have reached a legally binding agreement with HIPAYX LIMITED and you agree to accept the terms and rules of this agreement. If you give your consent, you and HIPAYX LIMITED agree to sign the paper version of this agreement, then the paper version of this agreement is also valid, and it can be traced back to the date of your first instruction and consent. In case of any inconsistency between the online version and the paper version of this Agreement, the paper version shall prevail.
24. DEFINITIONS AND INTERPRETATION
24.1 In these terms, the following definitions apply: litigation refers to the judicial process of the court.
Additional terms refer to any additional terms of use applicable to the use of our services, which can be found on our website at HIPAYX LIMITED Com or other forms specified by HIPAYX LIMITED, including any specific terms applicable to the use of our services in specific regions.
API documents refer to those available on our website at HIPAYX LIMITED The documents and guidelines applicable to the HIPAYX LIMITED API obtained from. com or other forms specified by HIPAYX LIMITED.
Applicable laws refer to all laws, regulations, rules, binding codes of conduct or rules or requirements of any relevant regulatory authority applicable to the activities conducted or realized by either party under the terms of this Agreement, including laws, regulations, rules, binding codes of conduct or rules or requirements of any relevant regulatory authority related to the following aspects: (i) currency service business; (ii) payment services; (iii) Anti money laundering, knowing your customers, combating terrorist financing and sanctions requirements; (iv) Data protection; (v) Consumer protection; And (vi) any codes of practice or guidelines issued by any regulatory authority that well-known financial institutions in Australia are required to comply with or routinely comply with.
Authorized User means any person (such as any director, officer, employee or professional consultant of you) designated by you for the purpose specified in Article 7.1.
Order confirmation refers to HIPAYX LIMITED’s response and confirmation to the foreign currency exchange customer’s request through the HIPAYX LIMITED platform.
Buying currency refers to a support currency purchased by the customer from HIPAYX LIMITED through the entrance of HIPAYX LIMITED as part of the customer’s request.
Working days refer to the calendar days (excluding Saturdays, Sundays or public holidays in Australia, or any day on which typhoon signal No. 8 or above or black rainstorm warning is hoisted in Australia) on which banks in Australia are normally open for business and/or on which payment infrastructure in the account jurisdiction is open for business and the bank conducts daily business activities in the account jurisdiction (excluding Saturdays, Sundays and public holidays).
Collection service refers to the collection agency service provided by HIPAYX LIMITED to you in accordance with the terms of this Agreement in connection with HIPAYX LIMITED’s support of currency collection.
Confidential information refers to and includes all oral or written confidential information: (i) information about one party’s business and affairs that one party obtains or receives from the other party; Or (ii) arising from the performance of any obligation under the terms of this Agreement.
Confidential information does not include the following information: (a) the receiving party has known before receiving the disclosing party’s information, and is not restricted in terms of disclosure; (b) Received from a third party that has legally obtained information, and the third party has no obligation to restrict its disclosure; (c) The disclosing party approves the release of this clause in writing; (d) Information that is available in the public domain and does not violate the terms of this Agreement; Or (e) in the absence of
Information independently developed in the case of any confidential information disclosed by the disclosing party.
Confirmation refers to HIPAYX LIMITED’s response and confirmation to the foreign exchange exchange, payment or both instructions you sent to us.
The exchange date refers to the date on which the funds purchased in foreign exchange are provided to customers as clearing funds. The exchange date of any currency pair selected by both parties for transaction must be the working day of both countries (i.e. the country where both parties conduct transaction).
The reserve bank account refers to the bank account opened in the name of HIPAYX LIMITED, into which you can remit funds for any foreign exchange or payment transactions.
Customer data refers to information that describes your business and its operations, your products or services, and orders placed by your customers.
Customer margin refers to the amount specified on HIPAYX LIMITED platform applicable to you, or any other percentage or amount notified to you in writing from time to time.
Data refers to all customer data, personal data, payment data and HIPAYX LIMITED data.
Data subject refers to any natural person who can be identified directly or indirectly by name, identification number, location data and other identifiers, or by specific factors such as personal physical, physiological, genetic, psychological, economic, cultural or social identity.
Data protection regulations refer to applicable privacy and data protection laws, as well as any national executive laws, regulations and delegated legislation applicable to Australia on handling personal data and electronic communication privacy, as amended, replaced or updated from time to time.
Direct loss refers to the loss that the defaulting party knows, or a reasonable person in the position of the defaulting party should know, in respect of any breach: (i) at the time of conclusion of the terms of this Agreement; Or (ii) at the time of default, may reasonably result from the default. For the avoidance of doubt, even if the defaulting party knows or should know that such loss or damage is likely to occur, the loss of goodwill, business, profits, operating time, reputation, opportunities, or data or information damage, or the loss of expected savings, is not a direct loss.
Force majeure events refer to events beyond the reasonable control of a party, including: strikes, lockouts, serious labor conflicts (but excluding strikes or other forms of labor action by employees, agents or subcontractors of the party); Interruption or failure of utility services (including Internet, electricity, gas or water); Riot, war, pandemic or terrorist attack; Nuclear pollution, chemical pollution or biological pollution; Extremely abnormal weather conditions; Imposing sanctions, embargoes or severing diplomatic relations; Or any change in applicable law.
The foreign exchange benchmark exchange rate refers to the currency exchange benchmark exchange rate designated for foreign exchange exchange and exchange date after considering the cost, inter-bank exchange rate and relevant market conditions provided by our foreign exchange rate service provider.
Foreign exchange exchange refers to the agreement between the two parties to sell or purchase one currency at the agreed exchange rate through HIPAYX LIMITED platform.
Foreign exchange exchange service refers to the foreign exchange exchange service provided by HIPAYX LIMITED according to the terms of this Agreement.
Foreign exchange rate refers to the basic foreign exchange rate plus any other margin that may be applicable to you, including customer margin.
A global account is a unique ledger account registered in your name that records
HIPAYX LIMITED is the amount of funds you collect from the payer.
Group Company means HIPAYX LIMITED or the ultimate holding company of HIPAYX LIMITED: (i) any entity that directly or indirectly owns more than fifty percent (50%) of the voting rights or issued share capital; Or (ii) can control the activities and business of the entity as it wishes
Australia means the Australia Special Administrative Region of the People’s Republic of China. Indirect loss refers to the loss that does not belong to direct loss.
Bankruptcy Event means: (i) any proceedings commenced for liquidation or reorganization; (ii) any steps taken or proceedings initiated for the appointment of a bankruptcy administrator, receiver, administrative receiver or trustee for that party or for all or substantially all of its assets; (iii) the holders of any security over all or substantially all of the assets of such party take any steps to enforce such security; (iv) all or substantially all of the assets of such party are seized, sealed up, enforced or any similar procedure; (v) The party is unable to pay its debts as they fall due; (vi) the party (whether by its board of directors or other persons) enters into an agreement with its creditors or any class of creditors, including a company voluntary arrangement agreement or deed of arrangement; Or (vii) such party (whether by its board of directors or others) enters into or takes any steps to conduct any proceedings similar to those described in (i) to (vi) above in accordance with the laws of any jurisdiction, and in each case does not include the non bankruptcy merger plan of such party with one or more other companies or the non bankruptcy reorganization plan of such party.
Intellectual property rights refer to: (i) any patent, registered design, design right, trademark, trade name (including goodwill related to any trademark or trade name), copyright and related rights, moral rights, database, domain name, semiconductor and other topological rights and utility models, as well as the registration and application, renewal or extension of these rights, and similar or equivalent rights or rights of protection anywhere in the world, And the rights related to these rights; (ii) Rights in the nature of the right to unfair competition, and the right to sue for counterfeiting and past infringements; And (iii) trade secrets and other proprietary rights, including the right to proprietary technology and other technical information.
Market disruption refers to any action, event or circumstance that HIPAYX LIMITED has the right to decide independently and completely. (i) Directly or indirectly hinders, restricts or restricts HIPAYX LIMITED or its group companies’ ability to obtain firm quotations, convert any currency into any other currency, or transfer any amount to any other country or within the same country; (ii) cause the inter-bank foreign exchange market to be unable to provide any purchase currency in accordance with normal business practices; Or (iii) constitute abnormal price fluctuations in the foreign exchange market.
Merchant service platform or “portal” refers to the user interface that customers and their authorized users can use to access HIPAYX LIMITED platform and services.
Network rules refer to the guidelines, supplementary provisions, rules, agreements and regulations (including the card organization operation rules of Visa, MasterCard or AmericanExpress) implemented from time to time by financial service providers operating HIPAYX LIMITED supported payment networks.
HIPAYX LIMITEDAPI refers to the technical interface, which lists the protocols and specifications required for the integration of the customer’s technical system with the HIPAYX LIMITED platform, so as to authorize users to use the service.
HIPAYX LIMITED data refers to transaction details using HIPAYX LIMITED infrastructure, information used for fraud detection and analysis, summary or anonymous information related to services, and any other information created by or derived from HIPAYX LIMITED or services.
HIPAYX LIMITED platform refers to the proprietary technology and related products designed by HIPAYX LIMITED (including but not limited to those on portal and through
HIPAYX LIMITEDAPI) to provide services to customers, including access to global accounts.
The HIPAYX LIMITED account refers to the electronic information that records your business details for logging in and using the HIPAYX LIMITED platform.
Payment refers to every payment made by HIPAYX LIMITED to third-party payees through HIPAYX LIMITED platform as part of the payment service.
Payment data refers to payment account information, information transmitted with or provided by financial service providers, financial information specifically specified by applicable laws and network rules, and any other transaction information generated when using our services.
The payment date refers to the date specified in the instruction you sent to us through the HIPAYX LIMITED platform to transfer the payment from HIPAYX LIMITED to the payee.
Payment service refers to any payment made by HIPAYX LIMITED to the payee in support currency according to the payment instructions provided by you,
HIPAYX LIMITED provides you with payment agency services according to the terms of this agreement.
Personal data refers to information collected, transmitted or accessed through services that can identify specific natural persons (not companies, legal entities or machines), unless otherwise specified by data protection regulations.
Regulatory authority refers to any individual or regulatory authority related to the formulation, implementation, supervision or compliance of applicable laws, including the Australia Customs and Excise Service and any regulatory authority replacing the Australia Customs and Excise Service.
Restricted person refers to the following person: (i) is included in any sanctions list, or is owned or controlled by a person included in any sanctions list; (ii) is located in or incorporated under the laws of a country or region subject to national sanctions, or is owned or controlled by, or acts on behalf of, a person located in or organized under the laws of that country or region; Or (iii) become the subject of sanctions for other reasons.
The selling currency refers to one of the supporting currencies that the customer sells to HIPAYX LIMITED through the HIPAYX LIMITED platform as part of the customer’s request.
Services refer to the services provided by HIPAYX LIMITED to customers in accordance with the terms of this Agreement, including collection services, foreign exchange services and payment services provided through the HIPAYX LIMITED platform.
Service Fee means all fees applicable to the use of each Service.
Closing date of settlement refers to the time and date when any payment is made to HIPAYX LIMITED in cleared funds according to the terms of this Agreement. Generally speaking, the settlement deadline is one working day before the payment date of the relevant payment.
Source currency refers to a supporting currency specified by the customer in the customer request, which is used for payment on the HIPAYX LIMITED platform. Spot transaction refers to the transaction that both parties sell or buy one currency against another in real time at the agreed exchange rate
The settlement time of should be on or before the settlement deadline (this time can be changed according to market requirements, HIPAYX LIMITED should be at least 5
Notify the customer within working days).
Support currency means that for each function of the service, each currency allowed by HIPAYX LIMITED from time to time can be
HIPAYX LIMITED platform uses this function to collect, exchange and/or pay.
User data refers to the electronic information data recording the details of authorized users for each authorized user to log in and use the HIPAYX LIMITED platform on your behalf.
24.2 Unless the context otherwise requires:
(a) The singular includes the plural and vice versa.
(b) References to regulations or statutory provisions refer to laws or administrative regulations as amended from time to time.
(c) .Any phrase introduced by the words “including”, “in particular”, “for example” or any similar words will be interpreted as illustrative and will not limit the meaning of the words preceding those words.
24.3 Any reference to each party shall include any successor and permitted assignee permitted by the terms of this Agreement. The indemnification mentioned by any party against any expense, claim or liability of any person includes any and all liabilities, losses and expenses, and (to the maximum extent, but only to the extent permitted by applicable law) any civil or criminal penalty imposed by any relevant regulatory authority, as well as any legal fees, costs and expenses reasonably incurred.
24.4 In this Agreement, if the context permits:
(a) A reference to a statutory provision includes a reference to:
(i) Any order, ordinance, statutory instrument or other subsidiary legislation (whenever enacted) for the time being in force; as well as
(ii) Any modification, amendment, consolidation, re enactment or replacement of it, or any modification, amendment, consolidation, re enactment or replacement of its provisions, except that any modification, amendment, consolidation, re enactment or replacement after the date of this Agreement will increase the liability of any party to this Agreement.
(b) A reference to a clause, schedule or paragraph is a reference to a clause, schedule or paragraph of a schedule of this Agreement or a paragraph of this Agreement, respectively.
(c) References to the parties to this Agreement include their respective successors, permitted assigns and personal representatives.
(d) A reference to any party to this Agreement consisting of more than one person includes each person constituting that party.
(e) References to any gender include the other gender.
(f) References to persons include legal persons or unincorporated persons.
(g) A reference to any professional firm or company includes any firm or company that effectively inherits all or substantially all of its practice or business.
(h) All warranties, representations, agreements and obligations expressly made or entered into by more than one person shall be jointly and severally made or entered into by the persons concerned.
(i) The index, title and any descriptive description are for ease of reference only and do not affect the interpretation or interpretation of this Agreement.
(j) In relation to any document, “agreed format” means the format agreed between the Parties and initialed by or on behalf of the Parties for identification purposes only;
(k) Any reference to “agreed format” refers to the document in the format agreed by all parties and initialed by all parties for identification;
(l) Written form” includes fax and email.
(m) Any obligation to a person not to do something specified in this Agreement includes the obligation not to agree or allow to do it.
(n) Where the context permits, “others” and “others” are illustrative and should not limit the meaning of the preceding words.
(o) Unless the context otherwise requires, a reference to “one day” means Australia time, and a reference to a day means 24 hours from midnight of the previous day.
24.5 If any payment, remittance, or transfer of funds initiated or received by the Customer becomes subject to investigation, blocking, freezing, or other regulatory restriction by any competent authority — including but not limited to the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, the United Nations, or any correspondent or intermediary bank acting in compliance with such authorities — the Customer acknowledges and agrees that:
(a) All blocking, freezing, or withholding actions are executed solely by the relevant authority or correspondent financial institution, not by the Company, and the Company has no control or discretion over such measures;
(b) The Company shall not be responsible or liable for any loss, delay, or damage (direct or consequential) resulting from such sanctions-related actions or regulatory decisions;
(c) The Customer shall cooperate fully with any information, clarification, or Enhanced Due Diligence (ECDD) request made by the Company or any competent authority; and
(d) Any costs, expenses, or penalties arising from or in connection with such sanctions-related actions shall be borne solely by the Customer.
This provision shall survive the termination of this Agreement.